Authors Note: Hi there fellow Hobbit fans!

Am I the only one who cried tears of joy when the Hobbit came out? Seriously, I was freaking out in the theater and loving its perfection more than words can describe!

At this point, I have seen the movie 6 times! I will not be satisfied however, until I see it at least 20 times. Once I have all the details memorized and I can quote the dialogue, I will be happy.

I'M A RINGER AND PROUD OF IT!

The Hobbit and the Lord of The Rings have been in my life from the get go; no joke. After I had first learned how to read, I read the Hobbit with my mom.

I have been in love with it since.

There were only two things I didn't like about the Hobbit...The first was how Smaug died. It was so anti-climactic in my opinion! The dwarves set out to fight a dragon! Not have it be slain for them!

Plus it would have been an uber awesome battle. ;3

The other thing was how many of the company that died. It made me SO sad! I mean really, they fought WAY too hard to not be able to enjoy their home once it was reclaimed! It's so tragic... T.T

On another note: I just wanted to say that THERE WILL BE ABSOLUTELY NO ROMANCE/SLASH IN THIS STORY! Any and all concern/feelings the characters express are purely friendship based. I don't ship any kind of slash in the Hobbit universe so please don't expect it. I'm sorry if that's not what you wanted when you clicked on this story. V.V

Anyway, please review and let me know what you think! It could be your input that decides when this gets updated! When I write, I try to prioritize. While the number of reviews I get does not decide whether I continue or not, it does let me know which of my stories are the most popular and which I should update first.

So if you like it, review! Thanks a bunch in advance, I do really appreciate them. After all, reviews inspire me and make me happy beyond words! XD

One last thing I want to reiterate: This is a movie AU. It starts just after the Company escapes Goblin Town. So if you haven't seen the movie, you will be very confused! ;D

Disclaimer: The only things I own are my original plot ideas, nothing more. Everything else belongs to J.R.R Tolkien and Peter Jackson's genius. ;D

…
Story Guide:

"Black Speech"

Narration.

"Thoughts"
…

Enjoy! X3

Deep guttural cries tore through the night.

Monstrous paws pounded against the steep mountain side, ripping up root and earth alike as they flew over the ground. Thick muscles rippled as large limbs pumped furiously, insane rage and bloodlust driving them forward.
Disfigured orcs rode upon the beast's backs; rider and mount alike shrieking in anticipation and both craving dwarf flesh.

Said dwarves were running for their lives; their short legs burning with exhaustion as they sprinted down the slanted cliff. It was when they skidded to a halt at the sheer drop before them that a sense of impending doom descended over the fifteen.

"Into the trees! CLIMB!"

The wizard's cry was almost lost in the deafening cacophony of howls that surrounded them. Not having to be told twice, they leapt for the nearest branches; ascending out of their pursuers reach in a matter of seconds.

The moment they were safe, the beasts were upon them.

They weaved around the trees like water around stone, not even bothering to slow their quick pace as they surrounded their prey.

Panic flooded through the company; overwhelming fear smothering any coherent thought and making their hearts thunder in their ears.

The snarling wargs licked their lips appreciatively at the sound; their darkened tongues sweeping over slobbering maws. Already could they taste the blood and bone of their frightened quarry.

In the mad frenzy, no one noticed Gandalf gently scoop a small moth onto his staff and whisper incomprehensibly to it.

Bilbo Baggins scrambled higher in his tree; trying to put a few branches between him and the gigantic incarnations of evil swarming beneath him. His eyes were wide with terror and his small chest jerked up and down with the force of his panicked breaths.

He was in the middle of doing a quick head count when the demeanor of the Gundabad wolves suddenly changed. They went from dangerous killers to whimpering pups; their heads lowering in submission and their bodies stilling.

With much difficulty, Bilbo was able to rip his gaze away from the beasts; dread twisting his gut as his eyes lifted ever so slowly.

Just when he thought his stomach could fall no further, he was met with a nightmarish sight. Before them stood a pale orc astride a white warg.

"Azog." Bilbo choked out. His exclamation went unheard by the company. Even the Hobbit could barely hear his own voice over the roaring in his ears.

Azog inhaled deeply; his mouth twisting into a feral smile.

His scared lips parted and a strange language emerged from the creature. Black Speech clawed at the Halfling's ears and rattled his brain, leaving Bilbo a little light-headed.
He shook his head lightly in the hopes of clearing it; although it did nothing to loosen the grip the words had upon him, it did bring him back to reality.

Azog was mocking Thorin: that much was obvious. Said dwarf king's face was frozen with shock; something akin to fear playing behind his eyes.

"It cannot be." He moaned in denial. At his words, pale skin stretched tight over fanged teeth as Azog was filled with perverse pleasure.

Hideous Black Speech once again shattered the absolute silence. The white monster spoke slowly; lazily hefting his great mace and pointing it at Thorin.

His calm command melted into a vicious battle cry. Azog swung his weapon over his head in one swift motion and in that instant, he severed the invisible binds that had held his soldiers at bay.

The wargs all too happily threw themselves at the trees; ramming them and shredding through the lowest limbs effortlessly with their massive jaws.

Despair washed over the company in cold, chilling waves as sharp, snapping teeth came closer and closer to them.

Just when they thought their situation couldn't get any worse, their world started to tilt. The trees' roots were ripping free of the earth, unable to withstand the beast's violent attacks any longer.

Once the first tree began to topple, the others were quick to follow suit; within the span of a few seconds, each one fell into the next and all were pitching towards the ground taking their occupants with them.

By some miracle, they all survived their furious leapfrogging from tree to tree with only minor injuries. However, before the seed of relief could even take root in their minds, they all came to the same horrible conclusion:

There was nowhere else to go.

The entire company clung to largest and last tree that was precariously perched right at the edge of the cliff.

As if sensing their defeat, the wild things screeched with delight. They rushed to circle around their prey; excitedly moving in for the kill.

Gandalf looked about the branches before him, frantically searching for something that could render them aid. He decided the numerous pine cones would have to do.

He quickly plucked one nearest to him; after holding it close to his staff, the seed began to smoke. He blew on it furiously. He then bounced it back and forth between his hands as the heat grew; once it was completely aflame, he chucked it at the mass of flesh and fur beneath him.

Yelps of pain and surprise filled the night and all felt their jaws drop.

"Fili!"

The young dwarf snapped out of his terror induced stupor only to have a burning pine cone tossed into his lap. Once his brain caught up to the present, he copied the wizard and whooped with delight at his similar success.

More burning cones fell into the other's waiting hands. Now utilizing their endless supply of ammo, they hurriedly spread the explosive fire to as many pine cones as they could; chucking them all at their enemies.

The great warg beasts fled in sheer panic; bucking and wailing in fear as fire licked their backs and burned their fur.

Red and yellow flames now surrounded the entire area, encompassing their lone tree in a fiery barrier.

The company's brief moment of triumph was cut short when a tremor rocked their foothold. Their last hope came crashing down around them, literally, as the large tree's support broke free of the earth and suddenly collapsed onto its side.

They barely had time to scream before their feet flew out from underneath them and they were clinging to the rather fragile branches; dangling over a seemingly endless chasm.

Although most were able to survive the shock of the fall, Ori was not so lucky. His fingers slipped on the smooth wood and without his footing, he couldn't hold on.

A sharp yelp of fright was the only warning Dori received before the plummeting scribe's desperate hands caught his foot.

When the sudden jerk of his brother's weight made his grip falter on his wooden life line, Dori's stomach dropped and pure horror flooded his veins. He began to shake violently. Whether it was from fatigue or fear he did not know; all he could clearly comprehend at that time were two things:

His baby brother's life was in his hands and it was an extremely long way down.

"Mr. Gandalf!" He pathetically cried. Never before had he felt so helpless, never before had he been so afraid; and no matter how hard he tried, he had not been able to keep those emotions out of his voice.

And then he was falling.

There was a moment of weightlessness; a moment -nightmarish in quality- that seemed to go on forever and clutch at his heart.

Within that instant, something appeared in front of his face; without thinking, he snaked his fingers around it and held on for all he was worth.

It took Dori a moment to realize that although his insides had disappeared into the depths beneath him, he and Ori however, had not.

"Hold on Dori!" Someone called over the deafening noise.

Thorin's head snapped towards the yell. He mentally counted heads while his eyes found the two brothers RI.

Worry for his kin coiled like a spring inside him; he was just about to launch himself across the burning pine tree to try and help when something stopped him.

A cold, cruel laugh; a harsh and mocking cackle that cut through the fire, the wargs, and into Thorin's very soul.

Milky eyes met green and the Heir to the throne of Erebor's vision was devoured by red.

The rage, pain, and hatred that had haunted Thorin's life for so long suddenly surfaced in his mind; consuming him and blinding him to the world.

His universe contracted and shrank until only the fear for his company and the monster before him remained.

He rose to his fullest height. Without thought, he broke a nearby branch and secured it in his hand. With Orcrist glittering in the firelight by his side, he slowly turned to face the murderer of his grandfather.

As Thorin began to advance towards Azog, time seemed to slow. Each step stretched on for an eternity and each second lasted a lifetime.

The company could only watch in shock as their King charged at the Pale Orc.

Thorin raised his sword over his head; his eyes shining bright with determination and hate as he let loose a fierce battle cry.

Azog grinned with unadulterated glee. He and his beast both roared and leapt into the air, descending upon the dwarf before he could even finish his attack. One of its monstrous paws caught Thorin in the chest; wickedly sharp claws piercing through armor and knocking him to the ground with a sickening crack.

His back slammed into the earth and all his breath left him.

Chest tight with pain, Thorin panted heavily as he tried to clamber to his feet once again. He wasn't fast enough.

He had barely made it to his knees when Azog came about; his mace flew through the air and struck the dwarf in the head. Thorin's face was snapped backwards and the sheer force of the hit sent him flying.

This time, he didn't get up.

"Noooooo!" Balin wailed; his face twisted in anguish.

It was in that moment that a single truth became clear:

Thorin was going to lose.

The fatigue of the journey and the injuries he had sustained in Goblin Town were catching up to him.

He was weak, and he couldn't fight.

This realization struck Bilbo like lightning and the unadulterated horror that came with it left him absolutely stunned.

"This is a nightmare." Was the single thought that shot through his mind. He just couldn't believe it! This was not how he pictured this mad adventure to end.

In his shock and fear, Bilbo didn't even feel himself rise from his branch and onto his unsteady feet.

Before him, Thorin was rounded on once again; only this time, it wasn't Azog who attacked. His gigantic mount seized the dwarven king in its massive jaws and shook him like a rag doll.

He couldn't stop a cry of pain from escaping his lips as wretched fangs tore into his flesh.

"THORIN!" Dwalin bellowed.

In a mad dash to come to his shield-brother's aid, he attempted to clamber off of the branch he was clinging to. This desperate action proved too much for the fragile limb and it snapped under his heavy bulk. He only just was able to grasp the thick trunk before he plummeted to his death.

Thorin's scream of agony gained an under tone of rage and with one last burst of strength, he swung his sword upwards and drove it into the face of the mighty beast that held him.

It roared in anguish and fury and proceeded to rip him out of its mouth and fling him powerfully into a boulder that rested a few feet away.

He was numb by the time he smashed into the hard surface. Dazed, he could only stare blankly ahead as he was momentarily lost to his surroundings.

Azog gazed at the prone figure of the dwarf and lazily turned to the orc beside him with an almost bored look on his face. He said something nonchalantly in that foul language of his and although Bilbo didn't know a single word of Black Speech, the message was quite clear:

"Finish him for me."

The abomination of a life form rumbled an affirmative and his already malformed face was contorted with a predatorial grin. He sauntered forward; his demeanor was almost gleeful at the prospect of beheading the one and only Thorin Oakenshield.

On instinct, Bilbo pulled his small dagger from his belt. The halfling took in as many steadying breaths as he could, hoping to calm his nerves and quell his panic somewhat.

The company struggled and strained to free themselves from the tree, but he knew they wouldn't be able to make it in time.

No one could save him.

"No one but me." Bilbo knew exactly what had to be done.

Determination filled his eyes. As his muscles tensed and he steeled himself for what he was about to do, he couldn't help but think, "Bilbo, you are one fool of a Took."

Kili was terrified and frozen.

His desperate mind cried out in fear and horror as the vile orc descended on his Uncle. It lowered its ragged blade to his neck ever so slowly, savoring the moment for as long as possible. The young dwarf prince could only look on, helpless, as Thorin finally came to his senses just as the sharp edge pressed down on his skin.

Thorin's eyes burned with hate. His uninjured arm reached for Orcrist but his body protested; he couldn't move and it was just out of his reach.

"Uncle! UNCLE! He needs me! Getupgetupgetupgetup! STUPID TREE!" But it was useless. His fingers clawed at the wood. Blood seeped from the tips and made the branch slick. He could get up, but it would be too late.

His crazed thoughts came to a screeching halt when a blur raced before his eyes.

"What was…Bilbo?!" His heart began to scream. "What-what are you doing?! NO!"

But it was too late.

The strangest battle cry the company had ever heard was the only warning the orc got before a very small body tackled him.

Taken completely by surprise, the creature toppled over under the sudden weight. The instant he hit the ground, he pinned Bilbo beneath him and let loose a howl of rage. But before he could even bring down his weapon on the hobbit, Bilbo drove his blade into the orc's chest.

Its shriek of pain clawed through night and the orc jerked away from him, landing on its back. He wasn't able to move away fast enough and the maddened halfling was upon him. Bilbo yanked his sword free of his body and began stabbing him over and over again.

A fierce scream ripped from Bilbo as he plunged his dagger into the monster one last time; its struggles stilled and it breathed no more.

Once he was sure it was dead, Bilbo sprung to his feet; adrenaline rushing though his veins making his entire body shake with panicked energy.

Thorin's gasp of shock went unheard. Just before his eyes slipped close, a single thought flicked across his mind.

"The halfling…I'm saved…But-Master Baggins…" And he sank into unconsciousness.

Bilbo placed himself protectively in front of Thorin; one arm outstretched and the other pointing his only weapon shakily at the Azog and his forces.

Conviction shone bright on his face. It was obvious that the hobbit would rather die than stop shielding his leader. He glared at the monsters in blatant defiance; terrified out of his mind but determined to save Thorin no matter the cost.

Azog looked at the pathetic creature before him and felt disgusted. How dare this tiny thing stand between him and his prey?

"Kill him." The pale orc ordered calmly.

Bilbo swung his sword wildly in their direction as they began to advance on him but he knew he had no hope. He knew that he couldn't defeat them and yet, he didn't care.

"Come and get me you filthy beasts."

A particularly large, black, warg sauntered up to him first; its jaws parting and drool dripping out between its sharp fangs.

It was so close it could already taste the weakling's flesh…

But it never got the chance.

Shouts of fury thundered forth and the dwarves were upon them. Swords drove into flesh, axes crunched through bone, and hammers turned skulls into powder.

Bilbo forgotten, Azog's soldiers devoted all their attention to the battle. Bilbo's head whipped back and forth; his eyes and mind completely overwhelmed.

One warg got too close to Thorin and Bilbo was spurred into action.

"ARRRRAHHHH!" He screamed, bringing his dagger down upon the beast's face. The orc that rode it slashed downwards but by pure luck, Bilbo parried every blow. But his luck did not hold out and he was forced backwards; the strength the orc possessed finally overpowering him.

He slammed into the unforgiving ground and was stunned for one second too long. The Gundabad wolf towered over him and Bilbo morbidly realized that it was the end.

He had just resigned himself to his fate when a shrill screech froze everything. He slowly looked up and awe enveloped him.

Eagles.

Giant eagles.

Bilbo's mouth fell open.

The titanic birds swooped down and captured orc and warg alike in their massive claws only to rise once more and fling them effortlessly over the side of the cliff.

The supposedly "mighty" warriors went to pieces; whatever sense they possessed disappeared leaving them running about, blinded by panic.

In the middle of the chaos and bloodshed, Azog's blood boiled with rage.

He would not be denied! Not again!

His eyes snapped to the dwarven heir. He had to die! His madness blinded him to all else and he charged.

The instant Bilbo saw him, he threw himself in Azog's path without hesitation. The pale orc roared; he would pay dearly for his interference!

"DIE INSECT!"

His beast reared up and cut him down. Claws ripped into his chest; tearing four long gashes into his flesh.

Bump-bum

Bilbo's heartbeat was all he could hear over the ringing in his ears. Unimaginable pain electrified his every nerve; his vision swam and his body seized. He couldn't move...He couldn't breathe…

Crimson poured from his wounds as agony washed over him in fiery waves. The hobbit's legs gave out and he crumpled to the ground with a sickening thud.

Blood seeped into the dirt and began to form a thick puddle around him. Pain….There was just so much pain…

Somehow Bilbo managed to force his head upwards so he could see what was happening. Through half lidded eyes he was just in time to witness Azog loom over Thorin.

"N-No…"

Bilbo's fingers dug into the earth; he gasped in pure misery as he clawed himself across the ground. The pale orc lifted his great mace into the air. He was just about to deliver the final blow when movement caught his eye.

His gaze twisted to the side and contempt consumed his mind.

Bilbo was trying to crawl to Thorin; delirious with pain and mumbling desperately under his breath. Although it would have brought him great pleasure to crush the head of the pitiful thing, Azog refused to be distracted.

So focused was he on his revenge, the evil monster didn't realize until it was too late the eagle descending upon him.

Its powerful wings pumped and Azog was easily blown away. Before he could recover, it scooped Thorin up in its massive talons and catapulted back into the night. Bilbo vaguely registered that he was being lifted as well; but he couldn't find it in him to care.

Azog's enraged howl was the last thing he heard before Bilbo's world became lost in an abyss of pain and silence.

...To be continued…

OH. My. GOSH. THAT WAS SO HARD TO WRITE!

But wait…My cliff hanger… Hehe.. *Grins evilly*

REVIEW! The more reviews I get the faster I will write! So, if you want to know what happens next, be a dear and please leave a review. X3

I NEED THE INSPIRATION! T0T

Seriously though, what did you think? I am SO worried about the quality of my work… If you see and error, please let me know! I want this little fanfic to be the best it can be. :D

I suppose I will see you all next chapter! That is… If I get reviews…And it's liked….

We'll just have to see. ;D

-Automail-gHost :D